Registration No. 333-______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Wayfair Inc.
(Exact name of registrant as specified in its charter)
| | | | | | | | |
| Delaware | | 36-4791999 |
(State or other jurisdiction of
incorporation or organization) | | (I.R.S. Employer
Identification Number) |
4 Copley Place
Boston, MA 02116
(Address, including zip code, of registrant’s principal executive offices)
2023 Incentive Award Plan
(Full Title of the Plan)
Niraj Shah
Chief Executive Officer
Wayfair Inc.
4 Copley Place
Boston, MA 02116
(Name and address of agent for service)
(617) 532-6100
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| | | | | | | | |
Large accelerated filer x | | Accelerated filer o |
Non-accelerated filer o | | Smaller reporting company o |
| | Emerging growth company o |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o
REGISTRATION OF ADDITIONAL SHARES
PURSUANT TO GENERAL INSTRUCTION E
Except as otherwise set forth below, this Registration Statement on Form S-8 incorporates by reference the contents of the registration statement on Form S-8, File No. 333-271642 (filed with the Securities and Exchange Commission (the "SEC") on May 4, 2023) the ("Prior Registration Statement") relating to the Registrant’s 2023 Incentive Award Plan (the 2023 Plan”). Pursuant to General Instruction E to Form S-8, the contents of the Prior Registration Statement relating to the 2023 Plan are incorporated herein by reference, except to the extent supplemented or amended or superseded by the information set forth herein.
On September 15, 2025, the Board of Directors of the Registrant approved, subject to stockholder approval, an amendment to increase, in aggregate, the number of shares available for issuance under the 2023 Plan by 5,000,000 shares. The Registrant intends to seek stockholder approval for such increase, but does not expect to obtain such approval prior to the date of the 2026 Annual Meeting of Stockholders of the Registrant, and cannot assure participants that such approval will ever be obtained. While the Registrant may grant awards relating to the additional 5,000,000 shares prior to obtaining stockholder approval for the increase, such awards will not vest unless and until stockholders approve the increase. In the event stockholder approval is not obtained, such awards will be cancelled and become null and void.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
| | | | | | | | |
| Exhibit Number | | Description of Exhibit |
| 4.1 | | Restated Certificate of Incorporation of the Registrant, as currently in effect (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K (File No. 001-36666) filed on October 8, 2014) |
| 4.2 | | Amended and Restated Bylaws of the Registrant, as currently in effect (incorporated by reference to Exhibit 3.2 to the Registrant’s Form 8-K (File No. 001-36666) filed on October 8, 2014) |
| 4.3 | | Specimen stock certificate evidencing the shares of Class A common stock of the Registrant (incorporated by reference to Exhibit 4.1 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-198171) filed on September 19, 2014) |
| 5.1+ | | Opinion of Wayfair Inc. |
| 23.1+ | | Consent of Ernst & Young LLP |
| 23.2+ | | Consent of Wayfair Inc. (included in Exhibit 5.1) |
| 24.1+ | | Power of Attorney (included on signature page hereto) |
| 99.1 | | Wayfair Inc. 2023 Incentive Award Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-36666) filed on April 26, 2023) |
| 107+ | | Calculation of Filing Fee Table |
+ Filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Boston, Massachusetts, on this 19th day of September, 2025.
| | | | | | | | |
| | WAYFAIR INC. |
| | |
| | By: | /s/ Niraj Shah |
| | | Niraj Shah |
| | | Chief Executive Officer and President |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officers and directors of the Registrant do hereby constitute and appoint Niraj Shah, Kate Gulliver, Enrique Colbert and Andrew Oliver, and each of them, with full power of substitution and full power to act without the other, his or her true and lawful attorney-in-fact and agent to act for him or her in his or her name, place and stead, in any and all capacities, to sign, date and file any and all amendments (including post-effective amendments) to this Registration Statement, and to date and file this Registration Statement, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done to the end that such Registration Statement or Registration Statements shall comply with the Securities Act of 1933, as amended, and the applicable Rules and Regulations adopted or issued pursuant thereto, as fully and to all intents and purposes as he or she might or could do in person, and generally to do all such things on their behalf in their capacities as officers and directors to enable the Registrant to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| | | | | | | | | | | | | | |
| Signature | | Title | | Date |
| | | | | |
| /s/ Niraj Shah | | Chief Executive Officer and President,
Co-Founder and Director | | September 19, 2025 |
| Niraj Shah | | (Principal Executive Officer) | | |
| | | | | |
| /s/ Kate Gulliver | | Chief Financial Officer and Chief | | September 19, 2025 |
| Kate Gulliver | | Administrative Officer (Principal Financial and Accounting Officer) | | |
| | | | | |
| /s/ Steven Conine | | Co-Founder and Director | | September 19, 2025 |
| Steven Conine | | | | |
| | | | | |
| /s/ Diana Frost | | Director | | September 19, 2025 |
| Diana Frost | | | | |
| | | | | |
| /s/ Andrea Jung | | Director | | September 19, 2025 |
| Andrea Jung | | | | |
| | | | | |
| /s/ Jeremy King | | Director | | September 19, 2025 |
| Jeremy King | | | | |
| | | | | |
| /s/ Michael Kumin | | Director | | September 19, 2025 |
| Michael Kumin | | | | |
| | | | |
| /s/ Jeffrey Naylor | | Director | | September 19, 2025 |
| Jeffrey Naylor | | | |
| | | | |
| /s/ Michael E. Sneed | | Director | | September 19, 2025 |
| Michael E. Sneed | | | | |
